Equity Jurisdiction, Specific performance, Damages. Equity Pleading and Practice, Bill.
The plaintiff in a bill in equity seeking specific performance of an agreement to sell and convey certain real estate does not have an absolute right to a decree ordering specific performance merely because the agreement was made by a defendant competent to make it, was sufficient upon its face and was not obtained by such fraud or misrepresentation as would give the defendant a right to avoid it; but the granting of such a decree rests in the sound discretion of the court, and, where the judge also finds facts tending to show that, in inducing the defendant to make the agreement, the plaintiff was guilty of unfair conduct or took any inequitable advantage of the defendant, he may refuse the decree, although the plaintiff was not under any fiduciary relation to the defendant.
At the hearing of a suit in equity for specific performance of an agreement in writing by the defendant to convey certain real estate to the plaintiff, the judge found that the agreement was made by the defendant, who was legally competent to make it, that it was sufficient on its face, and that it was not obtained by such fraud or misrepresentation as would give the defendant a right to avoid it; but he also found that, because of unfair and inequitable conduct on the part of the plaintiff in procuring the agreement, specific performance should be refused, and dismissed the bill. The plaintiff appealed and contended that the suit should have been retained for the assessment of damages. There was no prayer for damages in the bill, and it did not appear that the plaintiff had requested that his damages be assessed. Held, that the appeal should be dismissed, since the court was not bound to retain the bill for the assessment of damages.
SHELDON, J.
The judge had a right, upon his findings, to refuse to give the plaintiff a decree for specific performance of his agreement with the defendant. It is true that the agreement was good and sufficient upon its face; the defendant was legally competent to make it; and it was not obtained by such fraud or misrepresentation as would give the defendant a right to avoid it. But this is not enough to entitle the plaintiff as a matter of right to enforce specific performance. His right to this remedy is not an absolute one. It rests in the sound discretion of the court. It may be refused to one who has been guilty of any unfair conduct or has taken any inequitable advantage of the other party to the agreement, even though there is no sufficient ground for the rescission of the agreement. Curran v. Holyoke Water Power Co. 116 Mass. 90. Western Railroad v. Babcock, 6 Met. 346, 352. This rule has been recognized in the later decisions of this court. O'Brien v. Boland, 166 Mass. 481. Thaxter v. Sprague, 159 Mass. 397. And see the cases collected in 26 Am. Eng. Encyc. of Law, (2d ed.) 62-67.
The defendant was an aged, inexperienced and ignorant woman. The mental ability of the plaintiff's agent was superior to hers; he persuaded her to refrain from consulting the adviser upon whom she was disposed to rely, and wrought upon her racial prejudices to persuade her to make the agreement at once upon the terms which he offered. After having thus kept her from obtaining the independent advice which she desired, he did not disclose to her the circumstances which led him to believe that a higher price could be obtained for the property. He was not of course under any fiduciary obligations to her; but this conduct on his part does not entitle him to favorable consideration in a court of equity. He took an inequitable advantage of the defendant.
The plaintiff further contends that his bill, instead of being dismissed, should have been retained for the purpose of giving him relief in damages. Undoubtedly this might have been done. It was done in Rosenberg v. Heffernan, 197 Mass. 151. Presumably it would have been done here, if the plaintiff had so requested. But the court was not bound to adopt this course; it might leave the plaintiff wholly to his remedy at law, as was done in Curran v. Holyoke Water Power Co. 116 Mass. 90. In Milkman v. Ordway, 106 Mass. 232, relied on by the plaintiff, as in Tobin v. Larkin, 183 Mass. 389, Lexington Print Works v. Canton, 171 Mass. 414, and similar cases, the plaintiff had lost his right to purely equitable relief without fault on his part. The rule of those cases is not applicable here. The plaintiff has not asked for leave to change his bill by amendment into an action at law for damages, as in Merrill v. Beckwith, 168 Mass. 72.
Decree affirmed.